SEC Filings

The recipient will not recognize taxable income at the time of
a grant of a restricted stock unit, and we will not be entitled to a tax deduction at that time. The recipient will recognize compensation
taxable as ordinary income (and subject to income tax withholding), however, at the time of the settlement of the award, equal
to the fair market value of any shares delivered and the amount of cash paid by us. We will be entitled to a corresponding deduction,
except to the extent that the deduction limits of Section 162(m) apply.

Unrestricted Stock

The recipient of unrestricted stock, and of restricted stock subject
only to restrictions on transferability, will recognize compensation taxable as ordinary income (and subject to income tax withholding)
at the time of the grant, equal to the excess of the fair market value of the shares at such time over the amount, if any, paid
for such shares. We will generally be entitled to a corresponding deduction at that time, except to the extent that the deduction
limits of Section 162(m) apply.

The foregoing general tax discussion is intended for the information
of our shareholders considering how to vote with respect to this proposal, and not as tax guidance to participants in the 2013
Plan. We strongly urge participants to consult their own tax advisors regarding the federal, state, local, foreign, and other tax
consequences of participating in the 2013 Plan.

Section 162(m)

Section 162(m) of the Code generally limits the deductible amount
of total annual compensation paid by a public company to each “covered employee” (the chief executive officer and the
three other most highly compensated executive officers of the Company other than the chief financial officer) to no more than $1
million. Excluded from total compensation for this purpose is compensation that is “performance-based” within the meaning
of Section 162(m) of the Code. Performance-based awards granted under the 2013 Plan are intended to be excluded from computation
of the $1 million limitation. The 2013 Plan permits the plan administrator to grant awards that will be exempt from the deduction
limits of Section 162(m).

Equity Compensation Plan Information

The following table summarizes the securities authorized for issuance
under the 2013 Plan as of April 28, 2017:

(a)(4)

(b)

(c)(5)

Plan Category

Number of securities to
be issued upon exercise

of outstanding options,

warrants and rights

Weighted average
exercise price of
outstanding options,
warrants and rights

Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in column (a))

Equity compensation plans approved by security holders(1)(3)

47,874,574

$53.93

38,783,245

Equity compensation plans not approved by security holders(2)(3)

1,861

$46.48

0

(1)

Awards under the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan may consist of stock options, stock appreciation
rights, restricted stock, performance-based restricted stock, restricted stock units, other stock-based awards, and performance
cash awards. No more than 5% of the shares will be granted pursuant to restricted stock awards if such award will vest in full
prior to three years from the award date or if a condition to such vesting is based, in whole or in part, upon performance of
the shares or any aspect of Medtronic’s operations and such vesting could occur over a period of less than one year from
the award date. This plan was approved by Medtronic, Inc. shareholders.

(2)

Awards are no longer being granted from the Medtronic, Inc. — Kyphon Inc. 2002 Stock Plan.

(3)

Amounts disclosed do not include stock options, stock appreciation rights, restricted stock, performance-based restricted stock,
restricted stock units, or other stock-based awards to acquire 6,672,222 Medtronic shares relating to former Covidien or Kyphon
awards assumed in the acquisitions with a weighted average exercise price of $35.79.

(4)

Column (a) includes 38,975,597 shares issuable upon exercise of outstanding options, with a weighted average exercise price of
$66.25, and the following equity awards, which increase the number of shares in column (a) and decrease the number of shares in
column (c): 8,268,629 restricted stock units and their dividend-equivalent units in approved plans, 120,742 shares issuable pursuant
to a non-qualified employee stock ownership plan in approved plans, and 509,606 vested units or exercised shares deferred and
not yet issued in approved plans.

(5)

Column (c) includes 17,750,123 shares available for issuance as of April 28, 2017 under the Medtronic plc Amended and Restated
2014 Employees Stock Purchase Plan and 21,033,122 shares available for issuance as of April 28, 2017 under the Medtronic plc Amended
and Restated 2013 Stock Award and Incentive Plan.

THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE MEDTRONIC
PLC AMENDED AND RESTATED 2013 STOCK AWARD AND INCENTIVE PLAN.